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Exhibit 10.15
NON-SOLICITATION AGREEMENT
(Key Employee)
This NON-SOLICITATION AGREEMENT (the "Agreement"), made as of the
16,
day of November, 2000, is entered into
between Hittite Microwave Corporation, a
Delaware corporation with offices at 12
Elizabeth Drive Chelmsford, MA 01925
(the "Company"), and Michael J. Koechlin,
an individual residing at 3
Meadowcrest Lane, Chelmsford, MA (the
"Employee").
Recitals:
A. The
Employee is a key employee of the Company.
B. The
Employee's execution of this Agreement is a condition to
the Company's grant of the foregoing
securities to the Employee.
NOW, THEREFORE, in consideration of the mutual covenants and
promises
contained herein, and other good and
valuable consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereto agree as
follows:
1.
Non-Solicitation Covenants.
(a)
Non-Solicitation Covenants. The Employee agrees that he will
not, during the Non-Solicitation Period (as
hereinafter defined), directly or
indirectly:
(i)
solicit,
divert or take away, or attempt to solicit,
divert or take away, the business or patronage of any of the
customers
or referral sources of the Company with whom the Company has had
a
relationship during the period of the Employee's employment by
the
Company; or
(ii)
recruit, solicit or hire any employee of the Company,
or induce or attempt to induce any employee of the Company to
terminate
his or her employment with, or otherwise cease his or her
relationship
with, the Company.
(b)
Definitions. For the purposes of this Section 1, the following
term shall have the respective meaning
indicated below:
(i)
"Non-Solicitation Period" shall mean the period
during which the Employee is employed by the Company and the
two-year
period commencing on the last day of the Employee's employment by
the
Company, regardless of whether the Employee's termination was at
the
election of the Company, with or without cause, or at the election
of
the Employee, with or without good reason.
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2.
Injunctive and Other Equitable Relief.
(a) The
Employee consents and agrees that if he violates any of
the provisions of Section 1 hereof, the
Company shall be entitled, in addition
to any other remedies it may have at law,
to the remedies of injunction,
specific performance and other equitable
relief for a breach by the Employee of
Section 1 of this Agreement. This Section
2(a) shall not, however, be construed
as a waiver of any of the rights which the
Company may have for damages or
otherwise.
(b) Any waiver
by the Company of a breach of any provision of
Section 1 hereof shall not operate or be
construed as a waiver of any subsequent
breach of such provision or any other
provision hereof.
(c) The
Employee agrees that each provision of Section 1 shall be
treated as a separate and independent
clause, and the unenforceability of any
one cla
